Ahasolar Technologies Ltd Directors Report

During the financial year 202425 the revenue from operation stood at Rs. 5798.83 Lakhs as compared to Rs. 4203.81 Lakhs during the previous financial year 202324, revenue from operations increased by 37.29% in FY 202425 as compared to FY 202324. The other income of the Company stood at Rs. 47.83 Lakhs in the financial year 202425 as compared to Rs. 48.24 Lakhs in previous financial year 202324.

Further, during the financial year 202425, the total expenses have increased to Rs. 5943.11 lakhs from Rs. 4247.05 Lakhs as compared to previous financial year 202324. The Net Loss for the financial year 202425 Rs. (95.55) Lakhs in comparison to Profit of Rs. 4.21 Lakhs in the previous year 202324.

During the financial year 202425 the revenue from operation stood at Rs. 3899.75 Lakhs as compared to Rs. 4203.81 Lakhs during the previous financial year 202324, revenue from operations increased by 8% in FY 202425 as compared to FY 202324. The other income of the Company stood at Rs. 49.28 Lakhs in the financial year 202425 as compared to Rs. 48.24 Lakhs in previous financial year 202324.

Further, during the financial year 202425, the total expenses have increased to Rs. 4053.53 lakhs from Rs. 4246.37 Lakhs as compared to previous financial year 202324. The Net Loss for the financial year 202425 stood at Rs. (101.58) Lakhs in comparison to profit of Rs. 4.22 Lakhs in the previous year 202324.

With a view to conserve and save the resources for future prospects of the Company, the Directors have not declared any dividend for the financial year 202425.

The Directors do not propose to transfer any amount to the Reserves. The total amount of net profit is carried to the Reserves & Surplus as shown in the Balance Sheet of the Company.

During the year, the Company has not changed its business or object and continues to be in the same line of business as per the main object of the Company.

Authorized Capital

The Authorized Capital of the Company is Rs. 5,00,00,000/ divided into 50,00,000 Equity Shares of Rs. 10/ each.

The Present Paidup Capital of the Company is Rs. 3,08,22,880/ divided into 30,82,288 Equity Shares of Rs. 10/ each.

The Equity Shares of the Company are listed on the BSE SME platform. The Company confirms that the annual listing fees to the stock exchange for FY 202526 have been paid.

Further, the Company has not issued any convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants.

The Company raised funds of Rs. 1284.89 Lakhs through Initial Public Offering (IPO). The gross proceeds of IPO has been utilized in the manner as proposed in the Offer Document, the details of which are hereunder:

Further, there is no deviation/variation in the utilization of the gross proceeds raised through IPO.

AAs on the date of this report, the Board comprises of the following Directors;

1 Committee includes Audit Committee and Shareholders Grievances & Relationship Committee across all Public Companies including our Company.

2 excluding Section 8 Company, Struck off Company, Amalgamated Company and LLPs

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations.

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings are convened, as and when required to discuss and decide on various business policies, strategies and other businesses.

During the year under review, Board of Directors of the Company met 4 (Four) times as on May 23, 2024; August 13, 2024; October 25, 2024 and February 7, 2025.

The details of attendance of each Director at the Board Meetings are given below:

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

During the year under review, the following General Meetings were held, the details of which are given as under:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has two NonExecutive Independent Directors in line with the act. The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data Bank.

During the year under review, there was no change in the constitution of the Board of Directors of the Company.

There was no Changes in Board Composition during the financial year 202425.

b) Retirement by rotation and subsequent reappointment: i. Ms. Garima Heerani (DIN: 09642278), Director, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or reenactment(s) thereof for the time being in force), and being eligible have offered herself for reappointment.

Appropriate business for her reappointment is being placed for the approval of the shareholders of the Company at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the ensuing AGM of the Company.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standard, of the person seeking reappointment/ appointment as Director are also provided in Notes to the Notice convening the 8th Annual General Meeting.

In accordance with Section 203 of the Companies Act, 2013, the Company has Mr. Piyushkumar Vasantlal Bhatt who is acting as Chairman and Managing Director of the Company and Mr. Pulkit Dhingra who is acting as WholeTime Director of the Company. Further, Mr. Jaydeep Parekh is acting as Chief Financial Officer of the company.

Moreover, Mr. Pritesh Krishnaraj Mashru tendered his resignation w.e.f. 20th January, 2025. The Company has in his place, appointed Mr. Jaydeep Parekh as Chief Financial Officer of the Company w.e.f. 7th February, 2025.

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners; The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of nonindependent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and nonexecutive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that: a) In preparation of annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the year ended March 31, 2025 on going concern basis. e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

The Company has formed audit committee in line with the provisions Section 177 of the Companies Act, 2013 on 30th January, 2023.

During the year under review, Audit Committee met 4 (Four) time viz on May 23, 2024; August 13, 2024; October 25, 2024 and February 7, 2025

The composition of the Committee and the details of meetings attended by its members are given below:

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires. Company Secretary and Chief Financial Officer of the Company are the regular invitee at the Meeting.

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Companys Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at www.ahasolar.in.

The Company has constituted Stakeholders Grievance & Relationship Committee mainly to focus on the redressal of Shareholders / Investors Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Nonreceipt of Annual Report; Dividend Warrants, etc. on 30th January, 2023.

During the year under review, Stakeholders Grievance & Relationship Committee met 1 (One) time viz on February 7, 2025.

The composition of the Committee and the details of meetings attended by its members are given below:

During the year, the Company had not received any complaints from the Shareholders. There was no complaint pending as on March 31, 2025.

The Company has formed Nomination and Remuneration committee on 30th January, 2023, in line with the provisions of Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal.

During the year under review, Nomination and Remuneration Committee met 2 (Two) time viz on August 13, 2024 and February 7, 2025.

The composition of the Committee and the details of meetings attended by its members are given below:

Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at www.ahasolar.in and is annexed to this Report as Annexure – A.

The details of remuneration paid during the financial year 202425 to directors of the Company is provided in Form MGT7 available at website of the Company, i.e. www.ahasolar.in.

The company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes no. 35 (ii) to the Financial Statement.

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2025 is available on the Companys website on www.ahasolar.in.

All the Related Party Transactions entered into during the financial year were on an Arms Length basis and in the Ordinary Course of Business. No material significant Related Party Transactions (i.e. exceeding 10% of the annual consolidated turnover as per the last audited financial statement) with Promoters, Directors, Key Managerial Personnel (KMP) and other related parties which may have a potential conflict with the interest of the Company at large, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC2 is not applicable.

Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were placed before the Audit Committee and the Board of Directors for their approval on quarterly basis.

The details of the related party transactions for the financial year 202425 is given in notes of the financial statements which is part of Annual Report.

The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company at www.ahasolar.in.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules will be available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company and the same will be furnished on request.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as an Annexure – B, which forms part of this Report.

1. RTC Energy Private Limited (100%)

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements of the Company and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC1, which forms part of this Annual Report is annexed herewith as Annexure C.

During the year under review, the Company does not have any Associate or Joint Venture.

There are no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status and the Companys operations in future.

There are no material changes and commitments, affecting the financial position of the Company, have occurred between the ends of financial year of the Company i.e. March 31, 2025 to the date of this Report.

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the AntiSexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees nonretaliation to complainants. We follow a genderneutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.

During the financial year 202425, the Company has received nil complaints on sexual harassment, out of which nil complaints have been disposed off and nil complaints remained pending as of March 31, 2025.

During the year under review, your Company was not engaged in any manufacturing or processing activity. Considering the nature of the Companys business, there is no reporting to be made on conservation of energy in its operations. Notwithstanding this, the Company recognizes the importance of energy conservation in decreasing the adverse effects of global warming and climate change. The Company carries on its activities in an environmentally friendly and energy efficient manner. ii.) The steps taken by the Company for utilizing alternate sources of energy:

Your Company is already engaged in the business of generation of energy using solar energy and thereby using ecofriendly source of generation of energy. iii.) The capital investment on energy conservation equipment:

Not Applicable

The Company has not entered into any technology agreement or collaborations. ii.) The benifits derived like product improvement, cost reduction, product development or import substitution:

Not Applicable iii.) Information regarding imported technology (Imported during last three years):

The Company has not imported any technology during the last three years. iv.) Expenditure incurred on research and development:

None

The particulars relating to foreign exchange earnings and outgo during the year under review are as under:

The Company is in compliance with the applicable Secretarial Standard issued by the Institute of Company Secretaries of India and approved by the Central Government.

A welldefined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and nonbusiness risks.

The Company has an effective internal control system, which ensures that all the assets of the Company are safeguarded and protected against any loss from unauthorized use or disposition.

The Internal Auditor M/s. Dhaval D Thakkar & co., Chartered Accountants, have played an important role in strengthening the internal controls within the Company.

The Internal Auditors of the Company carry out review of the internal control systems and procedures. The internal audit reports are reviewed by Audit Committee.

The Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Companys internal controls over financial reporting was observed.

Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Company has adopted the Code of Conduct for Prevention of Insider Trading to regulate the dealing in securities by the directors and employees of the Company. The Code requires preclearance from the authorised person of the Company for dealing in the Companys shares and prohibits the purchase or sale of the Companys shares by the directors and employees while in possession of unpublished price sensitive information in relation to the Company or its securities.

The Company has appointed the Company Secretary as the Compliance Officer to ensure compliance of the said Code by all the directors and employees likely to have access to unpublished price sensitive information.

The Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance, although few of the information are provided in this report under relevant heading.

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a review of the performance of the Company for the year under review, Management Discussion and Analysis Report is presented in a separate section which is annexed to this Report as Annexure – D.

The Board of Directors at their meeting dated 27th May, 2025 recommended the appointment of M/s. Ambalal Patel & Co LLP, Chartered Accountants (Firm Reg. No. 100305W/W101093) as Statutory Auditors of the Company in place of M/s. K. C. Parikh & Co., Chartered Accountants (FRN 107550W) who have tendered their resignation w.e.f. 27th May, 2025 as Statutory Auditors of the Company. M/s. Ambalal Patel & Co LLP, Chartered Accountants (Firm Reg. No. 100305W/W101093) were appointed w.e.f. 27th May, 2025 till the ensuing AGM to fill the casual vacancy caused due to resignation of M/s. K. C. Parikh & Co., Chartered Accountants (FRN 107550W).

Further, the Board of Directors of the Company at its meeting held on 27th May, 2025 have appointed M/s. Ambalal Patel & Co LLP, Chartered Accountants (Firm Reg. No. 100305W/W101093) for a term of 5 years, subject to the approval of shareholders at ensuing Annual General Meeting, to hold office from the conclusion of 8th Annual General Meeting till the conclusion of 13th Annual General Meeting of the Company to be held in the year 2030. The Board recommends to the members of the Company approval of appointment of M/s. Ambalal Patel & Co LLP, Chartered Accountants (Firm Reg. No. 100305W/W101093) as the Statutory Auditors of the Company. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Notes to the financial statements referred in the Auditors Report are selfexplanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this Annual Report.

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

The provisions of the Section 135 the Act are not applicable to the Company.

As per the Cost Audit Orders and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Cost Audit and Cost Records are not applicable to our Company.

Pursuant to Section 204 of the Act, your Company had appointed M/s. Mukesh H Shah & Co., Company Secretaries, as its Secretarial Auditors to undertake the Secretarial Audit of your Company for the financial year ended March 31, 2025. The Secretarial Audit Report in the prescribed Form No. MR3 is attached as Annexure E.

There are no qualifications or observations or adverse remarks or disclaimers of the Secretarial Auditors in its Report.

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review; (i) Issue of Equity Shares with differential rights as to dividend, voting or otherwise; (ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS; (iii) There is no revision in the Board Report or Financial Statement; (iv) pendency of any proceeding against the Company under the Insolvency and Bankruptcy Code, 2016; (v) instance of onetime settlement with any bank or financial institution; (vi) fraud reported by Statutory Auditors; and

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable cooperation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavors.

Registered office: For, AHASOLAR TECHNOLOGIES LIMITED

Office No. 207, Kalasagar Shopping Hub, By order of the Board of Directors Opp. Saibaba Temple, Sattadhar Cross Road, Ghatlodiya, Ahmedabad, Gujarat, India 380061

Piyushkumar Vasantlal Bhatt Pulkit Dhingra Place : Ahmedabad Chairman & Managing Director Whole Time Director Date : 22/07/2025 DIN: 06461593 DIN: 07863075

This Nomination and Remuneration Policy is being formulated in Compliance with Section 178 of the Companies Act, 2013, as amended from time to time. This policy on Nomination and Remuneration of the Directors, Key Managerial Personnel and Senior Management has been approved by the Board of Directors.

Our Policy on the Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel provides a framework based on which our human resources management aligns their recruitment plans for strategic growth of the Company.

I. "Act" means the Companies Act, 2013 and rules framed there under, as amended from time to time.

II. "Board of Directors" or "Board", in relation to the Company, means the collective body of the Directors of Company.

III. "Committee" means the Nomination and Remuneration Committee of the Company as constituted or reconstituted by the Board.

IV. "Company" means Ahasolar Technologies Limited.

V. "Managerial Personnel" means Managerial Personnel or Persons, applicable under Section 196 and other applicable provisions of the Companies Act, 2013.

VI. "Policy" or "This Policy" Nomination and Remuneration Policy.

VII. "Remuneration" means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the IncomeTax Act, 1961;

VIII. "Key Managerial Personnel" means an Individual as defined under Section 2(51) and Section 203 of the Companies Act, 2013: a. the Chief Executive Officer or the Managing Director or the Manager;

b. the Company Secretary; c. the WholeTime Director; d. the Chief Financial Officer;

e. such other officer, not more than one level below the directors who is in the wholetime employment, designated as key managerial personnel by the Board; and

f. such other person as may be prescribed by the Company from time to time.

IX. "Senior Managerial Personnel" mean officers/personnel of the listed entity who are members of its core management team excluding the Board of Directors and normally this shall comprise all members of management one level below the chief executive officer/managing director/whole time director/manager (including chief executive officer/manager, in case they are not part of the Board) and shall specifically include company secretary and chief financial officer.

Pursuant to the Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board of Directors shall constitute the Nomination and Remuneration Committee, to guide the Board on various issues on appointment, evaluate the performance, remuneration of Directors, Key Managerial Personnel, etc.

The Board has constituted the "Nomination and Remuneration Committee" in line with the requirements under the Companies Act, 2013.

This Policy is applicable to all Directors, Key Managerial Personnel and Senior Management Personnel and such other officer as may be prescribed by the Board of Ahasolar Technologies Limited.

The objective of the Policy is to ensure that: i. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

ii. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and;

iii. Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and longterm performance objectives appropriate to the working of the Company and its goals.

The role of the NRC will be the following: i. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

ii. Formulation of criteria for evaluation of Independent Directors and the Board;

iii. To ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

iv. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal and shall carry out evaluation of every directors performance.

Appointment And Removal Of Director, Key Managerial Personnel And Senior Management: i. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend his/her appointment, as per Companys Policy.

ii. A person should possess adequate qualification, expertise and experience for the position he/she is considered for appointment. The Committee has authority to decide whether qualification, expertise and experience possessed by a person is sufficient/satisfactory for the position.

iii. The Company shall not appoint or continue the employment of any person as WholeTime Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution.

Term/Tenure i. Chairman/Managing Director/Wholetime Director: The Company shall appoint or re appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time under the terms of the applicable provisions of the law. No reappointment shall be made earlier than one year before the expiry of term.

ii. Independent Director: An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for reappointment on passing of a special resolution by the Company and disclosure of such appointment in the Boards Report.

16 8^th Annual Report 202425 iii. No Independent Director shall hold office for more than two consecutive terms of upto maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. iv. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly. v. At the time of appointment of Independent Director, it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and in case such person is serving as a Wholetime Director in any Listed Company then he/she may serve as an Independent Director in not more than three listed companies.

Evaluation of the Board, Committee, the Individual Directors, etc. shall be carried out as per the Performance Evaluation Policy of the Company.

The Committee may recommend with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the Companies Act, 2013, rules and regulations and the policy of the Company.

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

Policy For Remuneration To Directors/KMP/Senior Management Personnel A. Remuneration to Managing Director/Wholetime Directors: i. The Remuneration/Commission etc. to be paid to Managing Director/Wholetime Directors, etc. shall be governed as per the applicable provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the requisite approvals obtained from the Members of the Company and from other concerned authorities, if required as per the applicable provisions. ii. The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director/Wholetime Directors.

B. Remuneration to NonExecutive/Independent Directors: i. The NonExecutive/Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of the Companies Act, 2013. The amount of sitting fees shall be such as may be recommended jointly by Managing Director and WholeTime Director and approved by the Board of Directors unanimously. ii. All the remuneration to the NonExecutive/Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197(5) of the Companies Act, 2013), in case of no profit or inadequate profit, shall be subject to ceiling/limits as provided under the Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended jointly by Managing Director and WholeTime Director and approved by the Board of Directors unanimously. iii. An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any sharebased payment schemes of the Company. iv. Any remuneration paid to NonExecutive/Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purposes of clause (ii) above if the following conditions are satisfied: a. The services are rendered by such Director in his capacity as the professional; and b. In the opinion of the Committee, the Director possesses the requisite qualification for the practice of that profession.

v. The Nomination and Remuneration Committee of the Company, constituted for the purpose of administering the Employee Stock Option/Purchase Schemes, shall determine the stock options and other sharebased payments to be made to Directors (other than Independent Directors).

C. Remuneration to Key Managerial Personnel and Senior Management: i. The remuneration to Key Managerial Personnel and Senior Management shall consist of fixed pay and incentive any, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Companys Policy, to the extent it is applicable to the Company.

ii. The Nomination and Remuneration Committee of the Company, constituted for the purpose of administering the Employee Stock Option/Purchase Schemes, shall determine the stock options and other sharebased payments to be made to Key Managerial Personnel and Senior Management.

iii. The Fixed pay shall include monthly remuneration, employers contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from time to time.

iv. The Incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be considered appropriate.

Implementation i. The Committee may issue guidelines, procedures, formats, reporting mechanism and manuals in supplement and for better implementation of this policy as considered appropriate.

ii. The Committee may delegate any of its powers to one or more of its members.

The Board of Directors on its own and/or as per the recommendations of Nomination and Remuneration Committee can amend this Policy, as and when required. In case of any amendment(s), clarification(s), circular(s), etc. issued by the relevant authorities, not being consistent with the provisions of this Policy, then such amendment(s), clarification(s), circular(s), etc. shall prevail upon the provisions hereunder and this Policy shall stand amended accordingly from the effective date as laid down under such amendment(s), clarification(s), circular(s), etc. However, to bring the effects of such amendment(s), clarification(s), etc. Committee may recommend such changes in this Policy to the Board for the approval in the meeting of the Board of Directors.

Median remuneration of Employees has increased by 4.165 % in F.Y 202425 from F.Y. 202324.

d) The number of permanent employees on the rolls of the Company: 100 Employees

During the Financial Year 202425 the average salary of the employees other than the managerial personnel were increased by 8.26% from Financial Year 202324.

During the Financial Year 202425 the managerial remuneration has decreased by 12.60% from Financial Year 202324.

The Board of Directors of the Company affirmed that remuneration of all the Key Managerial Personnel of the Company are as per the Remuneration Policy of the Company.

Registered office: For, AHASOLAR TECHNOLOGIES LIMITED

Office No. 207, Kalasagar Shopping Hub, By order of the Board of Directors Opp. Saibaba Temple, Sattadhar Cross Road, Ghatlodiya, Ahmedabad, Gujarat, India 380061

Piyushkumar Vasantlal Bhatt Pulkit Dhingra Place : Ahmedabad Chairman & Managing Director Whole Time Director Date : 22/07/2025 DIN: 06461593 DIN: 07863075

Statement containing salient features of the financial statement of subsidiaries or associate companies or joint ventures

(Information in respect of each subsidiary to be presented with amounts in Rs. in Lakhs)

Notes: The following information shall be furnished at the end of the statement:

1. Names of subsidiaries which are yet to commence operations: Nil

2. Names of subsidiaries which have been liquidated or sold during the year.: Not Applicable

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures: Not Applicable

Registered office: For, AHASOLAR TECHNOLOGIES LIMITED

Office No. 207, Kalasagar Shopping Hub, By order of the Board of Directors Opp. Saibaba Temple, Sattadhar Cross Road, Ghatlodiya, Ahmedabad, Gujarat, India 380061

Piyushkumar Vasantlal Bhatt Pulkit Dhingra Place : Ahmedabad Chairman & Managing Director Whole Time Director Date : 22/07/2025 DIN: 06461593 DIN: 07863075